Exhibit
      10.1

     

    
      
        	
                ACQUISITION
                  OF CARBON CAPTURE TECHNOLOGIES, INC.

                by
                  

                CSMG
                  TECHNOLOGIES, INC.

              


      

    

    


    AGREEMENT
      AND PLAN OF ACQUISITION

    


    


    This
      Agreement and Plan of Acquisition
      (Agreement) is entered into by and between Carbon Capture Technologies, Inc.,
      a
      Florida corporation, (CCTI), UTEK CORPORATION, a Delaware corporation, (UTEK),
      and CSMG TECHNOLOGIES, Inc., a Texas corporation, (CTGI).

    


    WHEREAS,
      UTEK
      owns 100% of the issued and outstanding shares of common stock of CCTI (CCTI
      Shares); and

    


    WHEREAS,
      before
      the Closing Date, CCTI will acquire the license for the fields of use as
      described in the License Agreement which is attached hereto as part of Exhibit
      A
      and made a part of this Agreement (Agreements) and the rights to develop and
      market a proprietary technology for the fields of uses specified in the License
      Agreement (Technology). 

    


    WHEREAS,
      the
      parties desire to provide for the terms and conditions upon which CCTI will
      be
      acquired by CTGI in a stock-for-stock exchange (Acquisition) in accordance
      with
      the respective corporation laws of their state, upon consummation of which
      all
      CCTI Shares (as defined below) will be owned by CTGI, and all issued and
      outstanding CCTI Shares will be exchanged for common stock of CTGI with terms
      and conditions as set forth more fully in this Agreement; and

    


    WHEREAS,
      for
      federal income tax purposes, it is intended that the Acquisition qualifies
      as a
      tax-free reorganization within the meaning of Section 368 (a)(1)(B) of the
      Internal Revenue Code of 1986, as amended (Code).

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and for other good and valuable consideration,
      the
      receipt, adequacy and sufficiency of which are by this Agreement acknowledged,
      the parties agree as follows:

    


    ARTICLE
      1

    THE
      STOCK-FOR-STOCK ACQUISITION

    


    
      	
            	1.01	
              The
                Acquisition

            


    

    


    (a)  Acquisition
      Agreement.
      Subject
      to the terms and conditions of this Agreement, at the Effective Date, as defined
      below, all CCTI Shares shall be acquired from UTEK
      by
      CTGI
      in
      accordance with the respective corporation laws of their state and the
      provisions of this Agreement and the separate corporate existence of CCTI shall
      continue after the closing as a wholly-owned subsidiary of CTGI.

     

    (b)  Effective
      Date.
      The
      Acquisition shall become effective (Effective Date or Closing Date) upon the
      execution of this Agreement and closing of the transaction. 

    


    
      
        
        

      

      
        Page
          1 of
          17

        
          

        

      

      
        
        

      

    

    


    1.02  Exchange
      of Stock.
      At the
      Effective Date, by virtue of the Acquisition, all of the CCTI Shares that are
      issued and outstanding at the Effective Date shall be exchanged for 371,020
      unregistered shares of common stock of CTGI.

     

    1.03  Effect
      of Acquisition.
      At and
      after the Effective Date, the holder of each certificate of common stock of
      CCTI
      shall cease to have any rights as a shareholder of CCTI. 

     

    1.04  Closing.
      Subject
      to the terms and conditions of this Agreement, the Closing of the Acquisition
      shall take place as of the last to sign and date this agreement. 

    


    ARTICLE
      2

    REPRESENTATIONS
      AND WARRANTIES

    


    2.01  Representations
      and Warranties of UTEK and CCTI.
      UTEK and
      CCTI represent and warrant to CTGI that the facts set forth below are true
      and
      correct, and will be true and correct as of the Effective Date:

     

    (a)  Organization.
      CCTI and
      UTEK are corporations duly organized, validly existing and in good standing
      under the laws of their respective states of incorporation, and they have the
      requisite power and authority to conduct their business and consummate the
      transactions contemplated by this Agreement. True, correct and complete copies
      of the articles of incorporation, bylaws and all corporate minutes of CCTI
      have
      been provided to CTGI and such documents are presently in effect and have not
      been amended or modified. 

     

    (b)  Authorization.
      The
      execution of this Agreement and the consummation of the Acquisition and the
      other transactions contemplated by this Agreement have been duly authorized
      by
      the board of directors and shareholders of CCTI and the board of directors
      of
      UTEK; no other corporate action by the respective parties is necessary in order
      to execute, deliver, consummate and perform their respective obligations
      hereunder; and CCTI and UTEK have all requisite corporate and other authority
      to
      execute and deliver this Agreement and consummate the transactions contemplated
      by this Agreement.

     

    (c)  Capitalization.
      The
      authorized capital of CCTI consists of 1,000,000 shares of common stock with
      a
      par value $.01 per share (CCTI Shares). At the date of this Agreement, 1,000
      CCTI Shares are issued and outstanding and held of record and beneficially
      by
      UTEK, free and clear of all liens, encumbrances, restrictions and claims of
      very
      kind. UTEK has full legal right, power and authority to sell, assign transfer
      and convey the CCTI shares so owned by UTEK in accordance with the terms and
      conditions of this Agreement. The delivery to CTGI of the CCTI shares so owned
      by UTEK pursuant to the provisions of this Agreement will transfer to CTGI
      valid
      title thereto, free and clear of any and all adverse claims. All issued and
      outstanding CCTI Shares have been duly and validly issued and are fully paid
      and
      non-assessable shares and have not been issued in violation of any preemptive
      or
      other rights of any other person or any applicable laws. CCTI is not authorized
      to issue any preferred stock. All dividends on CCTI Shares which have been
      declared prior to the date of this Agreement have been paid in full. There
      are
      no outstanding options, warrants, commitments, calls or other rights or
      agreements requiring CCTI to issue any CCTI Shares or securities convertible
      into CCTI Shares to anyone for any reason whatsoever. None of the CCTI Shares
      is
      subject to any change, claim, condition, interest, lien, pledge, option,
      security interest or other encumbrance or restriction, including any restriction
      on use, voting, transfer, receipt of income or exercise of any other attribute
      of ownership.

     

    (d)  Binding
      Effect.
      The
      execution, delivery, performance and consummation of this Agreement, the
      Acquisition and the transactions contemplated by this Agreement will not violate
      any obligation to which CCTI or UTEK is a party and will not create a default
      under any such obligation or under any agreement to which CCTI or UTEK is a
      party. This Agreement constitutes a legal, valid and binding obligation of
      CCTI,
      enforceable in accordance with its terms, except as the enforcement may be
      limited by bankruptcy, insolvency, moratorium, or similar laws affecting
      creditor’s rights generally and by the availability of injunctive relief,
      specific performance or other equitable remedies.

     

    
      
        
        

      

      
        Page
          2 of
          17

        
          

        

      

      
        
        

      

    

     

    (e)  Litigation
      Relating to this Agreement.
      There
      are no suits, actions or proceedings pending or, to the best of CCTI and UTEK’s
      knowledge, information and belief, threatened, which seek to enjoin the
      Acquisition or the transactions contemplated by this Agreement or which, if
      adversely decided, would have a materially adverse effect on the business,
      results of operations, assets or prospects of CCTI.

     

    (f)  No
      Conflicting Agreements.
      Neither
      the execution and delivery of this Agreement nor the fulfillment of or
      compliance by CCTI or UTEK with the terms or provisions of this Agreement nor
      all other documents or agreements contemplated by this Agreement and the
      consummation of the transaction contemplated by this Agreement will result
      in a
      breach of the terms, conditions or provisions of, or constitute a default under,
      or result in a violation of, CCTI or UTEK’s articles of incorporation or bylaws,
      the Technology, the License Agreement, or any agreement, contract, instrument,
      order, judgment or decree to which CCTI or UTEK is a party or by which CCTI
      or
      UTEK or any of their respective assets is bound, or violate any provision of
      any
      applicable law, rule or regulation or any order, decree, writ or injunction
      of
      any court or government entity which materially affects their respective assets
      or businesses. 

     

    (g)  Consents.
      No
      consent from or approval of any court, governmental entity or any other person
      is necessary in connection with execution and delivery of this Agreement by
      CCTI
      and UTEK or performance of the obligations of CCTI and UTEK hereunder or under
      any other agreement to which CCTI or UTEK is a party; and the consummation
      of
      the transactions contemplated by this Agreement will not require the approval
      of
      any entity or person in order to prevent the termination of the Technology,
      the
      License Agreement, or any other material right, privilege, license or agreement
      relating to CCTI or its assets or business.

     

    (h)  Title
      to Assets.
      CCTI has
      or has agreed to enter into the agreements as listed on Exhibit A attached
      hereto. These agreements and the assets shown on the balance sheet of attached
      Exhibit B are the sole assets of CCTI. CCTI has or will by the Effective Date
      have good and marketable title to its assets, free and clear of all liens,
      claims, charges, mortgages, options, security agreements and other encumbrances
      of every kind or nature whatsoever.

     

    (i)   Intellectual
      Property. 

    (1)  The
      Board
      of Regents (“Board”) of The University of Ottawa (“University”) respectively
      owns and has license to the Technologies and has all right, power, authority
      and
      ownership and entitlement to file, prosecute and maintain in effect University
      of Ottawa’s Patent Pending WO2006094411 & WO2004054708; Inventor: Abdelhamid
      Sayari, Ph.D.; titled “FUNCTIONALIZED ADSORBENT FOR REMOVAL OF ACID GASES AND
      USE THEREOF” and “AMINE MODIFIED ADSORBENT, ITS PREPARATION AND USE FOR DRY
      SCRUBBING OF ACID GASES”
      (the
      Patent) with respect to the inventions listed in Exhibit A hereto (the
      Inventions).

     

    (2)  The
      License Agreement between University and CCTI covering the Inventions will
      be
      legal, valid, binding and will be enforceable in accordance with its terms
      as
      contained in Exhibit A.

     

    (3)  Except
      as
      otherwise set forth in this Agreement, CTGI acknowledges and understands that
      CCTI and UTEK make no representations and provide no assurances that the rights
      to
      the
      Technology and Intellectual Property contained in the License Agreement do
      not,
      and will not in the future, infringe or otherwise violate the rights of third
      parties, and as of this date;

     

    (4)  Neither
      CCTI nor UTEK has received a written communication from any individual,
      corporation, proprietorship, firm, general or limited partnership, limited
      liability company, joint venture, trust, association, unincorporated
      organization, governmental authority or other entity (“Person”) alleging that
      the Technology and Intellectual Property contained in the License Agreement
      violate any material rights relating to Intellectual Property of any
      Person.

     

    
      
        
        

      

      
        Page
          3 of
          17

        
          

        

      

      
        
        

      

    

     

    (5)  To
      the knowledge of CCTI
      and UTEK, and without any independent investigation, the validity or
      enforceability of the Patent or any of the Technology and Intellectual Property
      contained in the License Agreement, or the ownership thereof, has not been
      questioned in any action, suit, arbitration, proceeding or other litigation
      commenced or, to the Sellers’ knowledge, threatened by any Person or
      governmental authority (“Proceeding”) and, to the knowledge of CCTI and UTEK, no
      such Proceeding is currently threatened, and neither CCTI nor UTEK has received
      a written communication from any Person (A) asserting an ownership interest
      in
      any of the Technology and Intellectual Property contained in the License
      Agreement, or (B) alleging that any of the Technology and Intellectual Property
      contained in the License Agreement is invalid or unenforceable.

     

    (6)  Except
      as otherwise
      expressly set forth in this Agreement, CCTI and UTEK make no representations
      and
      extend no warranties of any kind, either express or implied, including, but
      not
      limited to warranties of merchantability, fitness for a particular purpose,
      non-infringement and validity of the Intellectual Property. 

    
       

      (j)  Liabilities
        of CCTI.
        CCTI has
        no assets, no liabilities or obligations of any kind, character or description
        except those listed on the attached schedules and exhibits.

       

      (k)  Financial
        Statements.
        The
        unaudited financial statements of CCTI, including a balance sheet, attached
        as
        Exhibit B and made a part of this Agreement, are, in all respects, complete
        and
        correct and present fairly CCTI’s financial position and the results of its
        operations on the dates and for the periods shown in this Agreement; provided,
        however, that interim financial statements are subject to customary year-end
        adjustments and accruals that, in the aggregate, will not have a material
        adverse effect on the overall financial condition or results of its operations.
        CCTI has not engaged in any business not reflected in its financial statements.
        There have been no material adverse changes in the nature of its business,
        prospects, the value of assets or the financial condition since the date
        of its
        financial statements. There are no, and on the Closing Date there will be
        no,
        outstanding obligations or liabilities of CCTI except as specifically set
        forth
        in the financial statements and the other attached schedules and exhibits.
        There
        is no information known to CCTI or UTEK that would prevent the financial
        statements of CCTI from being audited in accordance with generally accepted
        accounting principles.

       

      (l)  Taxes.
        All
        returns, reports, statements and other similar filings required to be filed
        by
        CCTI with respect to any federal, state, local or foreign taxes, assessments,
        interests, penalties, deficiencies, fees and other governmental charges or
        impositions have been timely filed with the appropriate governmental agencies
        in
        all jurisdictions in which such tax returns and other related filings are
        required to be filed; all such tax returns properly reflect all liabilities
        of
        CCTI for taxes for the periods, property or events covered by this Agreement;
        and all taxes, whether or not reflected on those tax returns, and all taxes
        claimed to be due from CCTI by any taxing authority, have been properly paid,
        except to the extent reflected on CCTI’s financial statements, where CCTI has
        contested in good faith by appropriate proceedings and reserves have been
        established on its financial statements to the full extent if the contest
        is
        adversely decided against it. CCTI has not received any notice of assessment
        or
        proposed assessment in connection with any tax returns, nor is CCTI a party
        to
        or to the best of its knowledge, expected to become a party to any pending
        or
        threatened action or proceeding, assessment or collection of taxes. CCTI
        has not
        extended or waived the application of any statute of limitations of any
        jurisdiction regarding the assessment or collection of any taxes. There are
        no
        tax liens (other than any lien which arises by operation of law for current
        taxes not yet due and payable) on any of its assets. There is no basis for
        any
        additional assessment of taxes, interest or penalties. CCTI has made all
        deposits required by law to be made with respect to employees’ withholding and
        other employment taxes, including without limitation the portion of such
        deposits relating to taxes imposed upon CCTI. CCTI is not and has never been
        a
        party to any tax sharing agreements with any other person or
        entity.

       

      (m)  Absence
        of Certain Changes or Events.
        From the
        date of the latest balance sheet of CCTI provided to CTGI until the Closing
        Date, CCTI has not, and without the written consent of CTGI, it will not
        have:


       

      (1)  Sold,
        encumbered, assigned, let lapsed or transferred any of its material assets,
        including without limitation the Intellectual Property, the License Agreement
        or
        any other material asset; 

       

      
        
          
          

        

        
          Page
            4 of
            17

          
            

          

        

        
          
          

        

      

       

      (2)  Amended
        or terminated the License Agreement or other material agreement or done any
        act
        or omitted to do any act which would cause the breach of the License Agreement
        or any other material agreement; 

       

      (3)  Suffered
        any damage, destruction or loss whether or not in control of CCTI; 

       

      (4)  Made
        any
        commitments or agreements for capital expenditures or otherwise;

       

      (5)  Entered
        into any transaction or made any commitment not disclosed to CTGI in writing;
        

       

      (6)  Incurred
        any obligation or liability for borrowed money; 

       

      (7)  Suffered
        any other event of any character, which is reasonable to expect, would adversely
        affect the future condition (financial or otherwise) of the assets or
        liabilities or business of CCTI; or

       

      (8)  Taken
        any
        action, which could reasonably be foreseen to make any of the representations
        or
        warranties made by CCTI or UTEK untrue as of the date of this Agreement or
        as of
        the Closing Date.

    

    
       

      (n)  Material
        Agreements.
        Exhibit
        A attached contains a true and complete list of all contemplated and executed
        agreements between CCTI and a third party. A complete and accurate copy of
        all
        material agreements, contracts and commitments of the following types, whether
        written or oral to which it is a party or is bound (Contracts), has been
        provided to CTGI and such agreements are or will be at the Closing Date,
        in full
        force and effect without modifications or amendment and constitute the legally
        valid and binding obligations of CCTI in accordance with their respective
        terms
        and will continue to be valid and enforceable following the Acquisition.
        CCTI is
        not in default of any of the Contracts. In addition: 

       

      (1)  There
        are
        no outstanding unpaid promissory notes, mortgages, indentures, deed of trust,
        security agreements and other agreements and instruments relating to the
        borrowing of money by or any extension of credit to CCTI; and 

       

      (2)  There
        are
        no outstanding operating agreements, lease agreements or similar agreements
        by
        which CCTI is bound; and 

       

      (3)  The
        complete final License Agreement will be provided to CTGI; and 

       

      (4)  Except
        as
        set forth in (3) above, there are no outstanding licenses to or from others
        of
        any intellectual property and trade names; and

       

      (5)  There
        are
        no outstanding agreements or commitments to sell, lease or otherwise dispose
        of
        any of CCTI’s property; and

       

      (6)  There
        are
        no breaches of any agreement to which CCTI is a party. 

    

    
       

      (o)  Compliance
        with Laws.
        CCTI is
        in compliance with all applicable laws, rules, regulations and orders
        promulgated by any federal, state or local government body or agency relating
        to
        its business and operations. 

       

      (p)  Litigation.
        There is
        no suit, action or any arbitration, administrative, legal or other proceeding
        of
        any kind or character, or any governmental investigation pending or to the
        best
        knowledge of CCTI or UTEK, threatened against CCTI, the Technology, or License
        Agreement, affecting its assets or business (financial or otherwise), and
        neither CCTI nor UTEK is in violation of or in default with respect to any
        judgment, order, decree or other finding of any court or government authority
        relating to the assets, business or properties of CCTI or the transactions
        contemplated hereby. There are no pending or threatened actions or proceedings
        before any court, arbitrator or administrative agency, which would, if adversely
        determined, individually or in the aggregate, materially and adversely affect
        the assets or business of CCTI or the transactions contemplated.

       

      
        
          
          

        

        
          Page
            5 of
            17

          
            

          

        

        
          
          

        

      

       

      (q)  Employees.
        CCTI has
        no and never had any employees. CCTI is not a party to or bound by any
        employment agreement or any collective bargaining agreement with respect
        to any
        employees. CCTI is not in violation of any law, regulation relating to
        employment of employees.

       

      (r)  Adverse
        Effect.
        Neither
        CCTI nor UTEK has any knowledge of any or threatened existing occurrence,
        action
        or development that could cause a material
        adverse
        effect on CCTI or its business, assets or condition (financial or otherwise)
        or
        prospects.

       

      (s)  Employee
        Benefit Plans.
        CCTI
        states that there are no and have never been any employee benefit plans,
        and
        there are no commitments to create any, including without limitation as such
        term is defined in the Employee Retirement Income Security Act of 1974, as
        amended, in effect, and there are no outstanding or un-funded liabilities
        nor
        will the execution of this Agreement and the actions contemplated in this
        Agreement result in any obligation or liability to any present or former
        employee.

       

      (t)  Books
        and Records.
        The
        books and records of CCTI are complete and accurate in all material respects,
        fairly present its business and operations, have been maintained in accordance
        with good business practices, and applicable legal requirements, and accurately
        reflect in all material respects its business, financial condition and
        liabilities.

       

      (u)  No
        Broker’s Fees.
        Neither
        UTEK nor CCTI has incurred any investment banking, advisory or other similar
        fees or obligations in connection with this Agreement or the transactions
        contemplated by this Agreement. 

       

      (v)  Full
        Disclosure.
        All
        representations or warranties of UTEK and CCTI are true, correct and complete
        in
        all material respects
        to the best of our knowledge on
        the date
        of this Agreement and shall be true, correct and complete in all material
        respects as of the Closing Date as if they were made on such date. No statement
        made by them in this Agreement or in the exhibits to this Agreement or any
        document delivered by them or on their behalf pursuant to this Agreement
        contains an untrue statement of material fact or omits to state all material
        facts necessary to make the statements in this Agreement not misleading in
        any
        material respect in light of the circumstances in which they were made.


    

    


    2.02  Representations
      and Warranties of CTGI.
      CTGI
      represents and warrants to UTEK and CCTI that to the best of its knowledge
      the
      facts set forth are true and correct. 

    
       

      (a)  Organization.
        CTGI is
        a corporation duly organized, validly existing and in good standing under
        the
        laws of Texas, is qualified to do business as a foreign corporation in other
        jurisdictions in which the conduct of its business or the ownership of its
        properties require such qualification, and have all requisite power and
        authority to conduct its business and operate properties. 

       

      (b)  Authorization.
        The
        execution of this Agreement and the consummation of the Acquisition and the
        other transactions contemplated by this Agreement have been duly authorized
        by
        the board of directors of CTGI; no other corporate action on their respective
        parts is necessary in order to execute, deliver, consummate and perform their
        obligations hereunder; and they have all requisite corporate and other authority
        to execute and deliver this Agreement and consummate the transactions
        contemplated by this Agreement. 

       

      (c)  Capitalization. The
        authorized capital of CTGI consists of 80,000,000
        shares authorized and 39,124,638 and 38,717,238 issued and outstanding,
        respectively of Common stock, par value $0.001 per share
        (CTGI
        Common Shares). On the Effective Date of the Acquisition, 39,495,868 CTGI
        Common Shares (which will include the 371,020 CTGI Common Shares to be issued
        at
        the Closing of the Acquisition) will be issued and outstanding. The CTGI
        Common
        Shares outstanding have been duly and validly issued and are fully paid and
        non-assessable shares and have not been issued in violation of any preemptive
        or
        other rights of any other person or any applicable laws. 

       

      
        
          
          

        

        
          Page
            6 of
            17

          
            

          

        

        
          
          

        

      

       

      (d)  Anti
        Dilution Adjustments.
        UTEK
        currently owns zero (0) CTGI Common Shares, and will be acquiring
        371,020 unregistered CTGI Common Shares; and based on a total of (39,495,868)
        issued CTGI Common Shares (on an as converted basis) this total will
        represent a 0.94% ownership position in CTGI Common shares as of June 24,
        2008 on an “as if converted basis”. For a period of six months from the
        Effective Date of this Agreement, the aggregate number of CTGI Common Shares
        that UTEK has received shall be adjusted proportionately by the Board of
        Directors of CTGI for any increase in the number of outstanding CTGI Common
        Shares resulting from the issuance of any additional equity securities by
        the
        Company to any of its current list of management
        and
        directors as of the Effective Date, other than for previously agreed to
        disbursements prior to the Effective Date of this agreement.
         

    

    


    For
      purposes in this Agreement, “as if converted basis” shall mean total outstanding
      common shares after giving effect to the conversion of all outstanding equity
      securities including preferred stock or other convertible
      instruments.

    
       

      (e)  Binding
        Effect.
        The
        execution, delivery, performance and consummation of the Acquisition and
        the
        transactions contemplated by this Agreement will not violate any obligation
        to
        which CTGI is a party and will not create a default hereunder, and this
        Agreement constitutes a legal, valid and binding obligation of CTGI, enforceable
        in accordance with its terms, except as the enforcement may be limited by
        bankruptcy, insolvency, moratorium, or similar laws affecting creditor’s rights
        generally and by the availability of injunctive relief, specific performance
        or
        other equitable remedies. 

       

      (f)  Litigation
        Relating to this Agreement.
        There
        are no suits, actions or proceedings pending or to its knowledge threatened
        which seek to enjoin the Acquisition or the transactions contemplated by
        this
        Agreement or which, if adversely decided, would have a materially adverse
        effect
        on its business, results of operations, assets, prospects or the results
        of its
        operations of CTGI. 

       

      (g)  No
        Conflicting Agreements.
        Neither
        the execution and delivery of this Agreement nor the fulfillment of or
        compliance by CTGI with the terms or provisions of this Agreement will result
        in
        a breach of the terms, conditions or provisions of, or constitute default
        under,
        or result in a violation of CTGI’s corporate charter or bylaws, or any
        agreement, contract, instrument, order, judgment or decree to which it is
        a
        party or by which it or any of its assets are bound, or violate any provision
        of
        any applicable law, rule or regulation or any order, decree, writ or injunction
        of any court or governmental entity which materially affects its assets or
        business. 

       

      (h)  Consents.
        Assuming
        the correctness of UTEK and CCTI’s representations, no consent from or approval
        of any court, governmental entity or any other person is necessary in connection
        with its execution and delivery of this Agreement; and the consummation of
        the
        transactions contemplated by this Agreement will not require the approval
        of any
        entity or person in order to prevent the termination of any material right,
        privilege, license or agreement relating to CTGI or its assets or business.
        

       

      (i)  Financial
        Statements.
        The
        financial statements of CTGI included in its reports available on the EDGAR
        Website of the Securities and Exchange Commission on Form 10-QSB filed on
        May
        20, 2008 for the fiscal quarter ended March 31, 2008, together with all
        subsequent filings made with the Commission available at the EDGAR website
        (hereinafter referred to collectively as the Reports) contain all material
        information relating to CTGI and its operations and financial condition as
        of
        their respective dates which information is required to be disclosed
        therein.  Since the date of the financial statements included in the
        Reports, and except as modified in the Schedules hereto, there has been no
        material adverse changes relating to CTGI’s business, financial condition or
        affairs not disclosed in the Reports. The Reports do not contain any untrue
        statement of a material fact or omit to state a material fact required to
        be
        stated therein or necessary to make the statements therein, taken as a whole,
        not misleading in light of the circumstances when made.

       

      
        
          
          

        

        
          Page
            7 of
            17

          
            

          

        

        
          
          

        

      

       

      (j)  Full
        Disclosure.
        All
        representations or warranties of CTGI are true, correct and complete in all
        material respects on the date of this Agreement and shall be true, correct
        and
        complete in all material respects as of the Closing Date as if they were
        made on
        such date. No statement made by them in this Agreement or in the exhibits
        to
        this Agreement or any document delivered by them or on their behalf pursuant
        to
        this Agreement contains an untrue statement of material fact or omits to
        state
        all material facts necessary to make the statements in this Agreement not
        misleading in any material respect in light of the circumstances in which
        they
        were made.

       

      (k)  Compliance
        with Laws.
        CTGI is
        in compliance in all material respects with all applicable laws, rules,
        regulations and orders promulgated by any federal, state or local government
        body or agency relating to its business and operations. 

       

      (l)  Litigation.
        There is
        no suit, action or any arbitration, administrative, legal or other proceeding
        of
        any kind or character, or any governmental investigation pending or, to the
        best
        knowledge of CTGI, threatened against CTGI materially affecting its assets
        or
        business (financial or otherwise), and CTGI is not in violation of or in
        default
        with respect to any judgment, order, decree or other finding of any court
        or
        government authority. There are no pending or, to CTGI’s knowledge, threatened
        actions or proceedings before any court, arbitrator or administrative agency,
        which would, if adversely determined, individually or in the aggregate,
        materially and adversely affect its assets or business. Except as disclosed
        in
        its Reports, CTGI has no knowledge of any existing or threatened occurrence,
        action or development that could cause a material adverse affect on CTGI
        or its
        business, assets or condition (financial or otherwise) or
        prospects.

       

      (m)  Development.
        CTGI
        agrees and warrants that it has the expertise necessary to and has had the
        opportunity to independently evaluate the inventions of the Licensed Technology
        and has the expertise necessary to develop same for the market. 

       

      (n)  Investment
        Company Status
        CTGI is
        not an investment company, either registered or unregistered.

    

    


    2.03  Investment
      Representations of UTEK.
      UTEK
      represents and warrants to CTGI that:

    
       

      (a)  General.
        It has
        such knowledge and experience in financial and business matters as to be
        capable
        of evaluating the risks and merits of an investment in CTGI Common Shares
        pursuant to the Acquisition. It is able to bear the economic risk of the
        investment in CTGI Common Shares, including the risk of a total loss of the
        investment in CTGI Common Shares. The acquisition of CTGI Common Shares is
        for
        its own account and is for investment and not with a view to the distribution
        of
        this Agreement. Except a permitted by law, it has a no present intention
        of
        selling, transferring or otherwise disposing in any way of all or any portion
        of
        the shares at the present time. All information that it has supplied to CTGI
        is
        true and correct. It has conducted all investigations and due diligence
        concerning CTGI to evaluate the risks inherent in accepting and holding the
        shares which it deems appropriate, and it has found all such information
        obtained fully acceptable. It has had an opportunity to ask questions of
        the
        officer and directors of CTGI concerning CTGI Common Shares and the business
        and
        financial condition of and prospects for CTGI, and the officers and directors
        of
        CTGI have adequately answered all questions asked and made all relevant
        information available to them. UTEK is an accredited investor, as the term
        is
        defined in Regulation D, promulgated under the Securities Act of 1933, as
        amended, and the rules and regulations thereunder.

       

      
        
          
          

        

        
          Page
            8 of
            17

          
            

          

        

        
          
          

        

      

       

      (b)  Stock
        Transfer Restrictions.
        UTEK
        acknowledges that the CTGI Common Shares will not be registered and UTEK
        will
        not be permitted to sell or otherwise transfer the CTGI Common Shares in
        any
        transaction in contravention of the following legend, which will be imprinted
        in
        substantially the following form on the stock certificate representing CTGI
        Common Shares:

    

    


    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS
      OF
      ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED,
      TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION
      OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES
      WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS
      OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE
      WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

    
       

      (c)  Legend.  Subject
        to Rule 144 restrictions, 6 months following the stock acquisition described
        herein, CTGI agrees to and shall direct its transfer agent to remove the
        above legend upon the issuance by UTEK's legal counsel that the above legend
        can
        be removed from UTEK's CTGI Common Shares.  CTGI agrees to and promptly
        shall provide any information requested by UTEK or UTEK's counsel and to
        make
        further direction to its transfer agent as necessary for such issuance of
        an
        opinion regarding removal of the legend or the sale of such
        restricted shares under Rule 144 or other available exemption from
        registration. 

       

      (d)  Wrongful
        Delay.
        In the
        event that CTGI wrongfully fails to direct its transfer agent to remove the
        legend within fifteen (15) days of request by UTEK, CTGI shall be liable
        to an
        additional fee of ten percent (10%) of the current value of the shares held
        by
        UTEK, determined based on the closing price of the shares on the fifteenth
        day
        after the request is deemed received by CTGI, as well as any and all attorney
        fees and costs that UTEK may incur as a result of CTGI failing to comply
        in this
        request.

    

     

    ARTICLE
      3

    TRANSACTIONS
      PRIOR TO CLOSING

    


    3.01  Corporate
      Approvals.
      Prior to
      Closing Date, each of the parties shall submit this Agreement to its board
      of
      directors and if necessary, its respective shareholders and obtain approval
      of
      this Agreement. Copies of corporate actions taken by each party shall be
      provided to the other party. 

    


    3.02  Access
      to Information.
      Each
      party agrees to permit, upon reasonable notice, the attorneys, accountants,
      and
      other representatives of the other party’s reasonable access during normal
      business hours to its properties and its books and records to make reasonable
      investigations with respect to its affairs, and to make its officers and
      employees available to answer questions and provide additional information
      as
      reasonably requested.

    


    3.03  Expenses.
      Each
      party agrees to bear its own expenses in connection with the negotiation and
      consummation of the Acquisition and the transactions contemplated by this
      Agreement.

    


    3.04  Covenants.
      Except
      as permitted in writing, prior to Closing each party agrees that it will:


    
       

      (a)  Use
        its
        good faith efforts to obtain all requisite licenses, permits, consents,
        approvals and authorizations necessary in order to consummate the Acquisition;
        and

       

      (b)  Notify
        the other parties upon the occurrence of any event which would have a materially
        adverse effect upon the Acquisition or the transactions contemplated by this
        Agreement or upon the business, assets or results of operations;
        and

       

      
        
          
          

        

        
          Page
            9 of
            17

          
            

          

        

        
          
          

        

      

       

      (c)  Not
        modify its corporate structure, except as necessary or advisable in order
        to
        consummate the Acquisition and the transactions contemplated by this
        Agreement.

    

    


    ARTICLE
      4 

    CONDITIONS
      PRECEDENT

    


    The
      obligation of the parties to consummate the Acquisition and the transactions
      contemplated by this Agreement are subject to the following conditions that
      may
      be waived, to the extent permitted by law:

    


    4.01.  Each
      party must obtain the approval of its board of directors and such approval
      shall
      not have been rescinded or restricted.

    


    4.02.  Each
      party shall obtain all requisite licenses, permits, consents, authorizations
      and
      approvals required to complete the Acquisition and the transactions contemplated
      by this Agreement.

    


    4.03.  There
      shall be no claim or litigation instituted or threatened in writing by any
      person or government authority seeking to restrain or prohibit any of the
      contemplated transactions contemplated by this Agreement or challenges the
      right, title and interest of UTEK in the CCTI Shares or the right of CCTI or
      UTEK to consummate the Acquisition contemplated hereunder.

    


    4.04.  The
      representations and warranties of the parties shall be true and correct in
      all
      material respects at the Effective Date.

    


    4.05.  The
      Technology and Intellectual Property has been prosecuted in good faith with
      reasonable diligence.

    


    4.06.  The
      License Agreement will be valid and in full force and effect without any default
      in this Agreement. 

    


    4.07.  CTGI
      shall have received, at or prior to the Closing Date, each of the
      following:

    
       

      (a)  the
        stock
        certificates representing all of the currently issued and outstanding CCTI
        Shares, duly endorsed (or accompanied by duly executed stock powers) by UTEK
        for
        transfer of such shares to CTGI;

       

      (b)  all
        corporate records and documentation relating to CCTI’s business, all in a form
        and substance satisfactory to CTGI, including its Articles of Incorporation
        and
        Bylaws;

       

      (c)  such
        agreements, files and other data and documents pertaining to CCTI’s business as
        CTGI may reasonably request;

       

      (d)  copies
        of
        the general ledgers and books of account of CCTI, and all federal, state
        and
        local income, franchise, property and other tax returns filed by CCTI since
        the
        inception of CCTI; 

       

      (e)  certificates
        of (i) the Secretary of State of the State of Florida as to the legal existence
        and good standing, as applicable, (including tax) of CCTI in Florida;


       

      
        
          
          

        

        
          Page
            10
            of 17

          
            

          

        

        
          
          

        

      

       

      (f)  the
        original corporate minute books of CCTI, including the articles of incorporation
        and bylaws of CCTI, and all other documents filed in this
        Agreement;

       

      (g)  all
        consents, assignments or related documents of conveyance to give CTGI the
        benefit of the transactions contemplated hereunder;

       

      (h)  such
        documents as may be needed to accomplish the Closing under the corporate
        laws of
        the states of incorporation of CTGI and CCTI, and

       

      (i)  such
        other documents, instruments or certificates as CTGI, or their counsel may
        reasonably request.

    

    


    4.08.  CTGI
      shall have completed due diligence investigation of CCTI to CTGI’s satisfaction
      in their sole discretion.

    


    4.09.  CTGI
      shall receive the resignation effective the Closing Date of each director and
      officer of CCTI.

    


    ARTICLE
      5

    INDEMNIFICATION
      AND LIABILITY
      LIMITATION

    


    5.01.  Survival
      of Representations and Warranties.

    


    (a)  The
      representations and warranties made by UTEK and CCTI shall survive for a period
      of 1 year after the Closing Date, and thereafter all such representation and
      warranties shall be extinguished, except with respect to claims then pending
      for
      which specific notice has been given during such 1-year period. 

     

    (b)  The
      representations and warranties made by CTGI shall survive for a period of 1
      year
      after the Closing Date, and thereafter all such representations and warranties
      shall be extinguished, except with respect to claims then pending for which
      specific notice has been given during such 1-year period. 

    


    5.02  Limitations
      on Liability.
      CTGI
      agrees that UTEK shall not be liable under this agreement to CTGI or their
      respective successor’s, assigns or affiliates except where damages result
      directly from the gross negligence or willful misconduct of UTEK or its
      employees. In no event shall UTEK's liability exceed the total amount of the
      fees paid to UTEK under this agreement, nor shall UTEK be liable for incidental
      or consequential damages of any kind. CTGI shall indemnify UTEK, and hold UTEK
      harmless against any and all claims by third parties for losses, damages or
      liabilities, including reasonable attorneys fees and expenses (“Losses”),
      arising in any manner out of or in connection with the rendering of services
      by
      UTEK under this Agreement, unless it is finally judicially determined that
      such
      Losses resulted from the gross negligence or willful misconduct of UTEK. The
      terms of this paragraph shall survive the termination of this agreement and
      shall apply to any controlling person, director, officer, employee or affiliate
      of UTEK. 

    


    5.03  Indemnification.
      CTGI
      agrees to indemnify and hold harmless UTEK and its subsidiaries and affiliates
      and each of its and their officers, directors, principals, shareholders, agents,
      independent contactors and employees (collectively “Indemnified Persons”) from
      and against any and all claims, liabilities, damages, obligations, costs and
      expenses (including reasonable attorneys’ fees and expenses and costs of
      investigation) arising out of or relating to matters arising from this
      Agreement, except to the extent that any such claim, liability, obligation,
      damage, cost or expense shall have been determined by final non-appealable
      order
      of a court of competent jurisdiction to have resulted from the gross negligence
      or willful misconduct of the Indemnified Person or Persons in respect of whom
      such liability is asserted.

    
       

      
        
          
          

        

        
          Page
            11
            of 17

          
            

          

        

        
          
          

        

      

       

      (a)  Limitation
        of Liability.
        CTGI
        agrees that no Indemnified Person shall have any liability as a result of
        the
        execution and delivery of this Agreement, or other matters relating to or
        arising from this Agreement, other than liabilities that shall have been
        determined by final non-appealable order of a court of competent jurisdiction
        to
        have resulted from the gross negligence or willful misconduct of the Indemnified
        Person or Persons in respect of whom such liability is asserted. Without
        limiting the generality of the foregoing, in no event shall any Indemnified
        Person be liable for consequential, indirect or punitive damages, damages
        for
        lost profits or opportunities or other like damages or claims of any kind.
        In no
        event shall UTEK's liability exceed the total amount of the consideration
        paid
        to UTEK under this Agreement.

       

      (b)  Limitation
        of Liability.
        UTK
        agrees that CTGI shall not be liable under this agreement to UTK or their
        respective successor’s, assigns or affiliates except where damages result
        directly from the gross negligence or willful misconduct of CTGI or its
        employees. In no event shall CTGI's liability exceed the total amount of
        the
        fees paid by CTGI under this agreement, nor shall CTGI be liable for incidental
        or consequential damages of any kind. UTK shall indemnify CTGI, and hold
        CTGI
        harmless against any and all claims by third parties for losses, damages
        or
        liabilities, including reasonable attorneys fees and expenses (“Losses”),
        arising in any manner out of or in connection with the rendering of services
        by
        CTGI under this Agreement, unless it is finally judicially determined that
        such
        Losses resulted from the gross negligence or willful misconduct of CTGI.
        The
        terms of this paragraph shall survive the termination of this agreement and
        shall apply to any controlling person, director, officer, employee or affiliate
        of CTGI.

    

    


    ARTICLE
      6

    REMEDIES

    


    6.01  Specific
      Performance.
      Each
      party’s obligations under this Agreement are unique. If any party should default
      in its obligations under this Agreement, the parties each acknowledge that
      it
      would be extremely impracticable to measure the resulting damages. Accordingly,
      the non-defaulting party, in addition to any other available rights or remedies,
      may sue in equity for specific performance, and the parties each expressly
      waive
      the defense that a remedy in damages will be adequate. 

    


    6.02  Costs.
      If any
      legal action or any arbitration or other proceeding is brought for the
      enforcement of this Agreement or because of an alleged dispute, breach, default,
      or misrepresentation in connection with any of the provisions of this Agreement,
      the successful or prevailing party or parties shall be entitled to recover
      reasonable attorneys’ fees and other costs incurred in that action or
      proceeding, in addition to any other relief to which it or they may be
      entitled.

    ARTICLE
      7

    ARBITRATION

    


    In
      the
      event a dispute arises with respect to the interpretation or effect of this
      Agreement or concerning the rights or obligations of the parties to this
      Agreement, the parties agree to negotiate in good faith with reasonable
      diligence in an effort to resolve the dispute in a mutually acceptable manner.
      Failing to reach a resolution of this Agreement, either party shall have the
      right to submit the dispute to be settled by arbitration under the Commercial
      Rules of Arbitration of the American Arbitration Association. The parties agree
      that, unless the parties mutually agree to the contrary such arbitration shall
      be conducted in the State of Florida. The cost of arbitration shall be borne
      by
      the party against whom the award is rendered or, if in the interest of fairness,
      as allocated in accordance with the judgment of the arbitrators. All awards
      in
      arbitration made in good faith and not infected with fraud or other misconduct
      shall be final and binding. The arbitrators shall be selected as follows: one
      by
      CTGI, one by UTEK and a third by the two selected arbitrators. The third
      arbitrator shall be the chairman of the panel. 

     

    
      
        
        

      

      
        Page
          12
          of 17

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      8

    MISCELLANEOUS

    


    8.01.  No
      party
      may assign this Agreement or any right or obligation of it hereunder without
      the
      prior written consent of the other parties to this Agreement. No permitted
      assignment shall relieve a party of its obligations under this Agreement without
      the separate written consent of the other parties.

    


    8.02.  This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective permitted successors and assigns. 

     

    8.03.  Each
      party agrees that it will comply with all applicable laws, rules and regulations
      in the execution and performance of its obligations under this Agreement.


     

    8.04.  This
      Agreement shall be governed by and construct in accordance with the laws of
      the
      State of Delaware without regard to principles of conflicts of law.


     

    8.05.  This
      document constitutes a complete and entire agreement among the parties with
      reference to the subject matters set forth in this Agreement. No statement
      or
      agreement, oral or written, made prior to or at the execution of this Agreement
      and no prior course of dealing or practice by either party shall vary or modify
      the terms set forth in this Agreement without the prior consent of the other
      parties to this Agreement. This Agreement may be amended only by a written
      document signed by the parties. 

    


    8.06.  Notices
      or other communications required to be made in connection with this Agreement
      shall be sent by U.S. mail, certified, return receipt requested, personally
      delivered or sent by express delivery service and delivered to the parties
      at
      the addresses set forth below or at such other address as may be changed from
      time to time by giving written notice to the other parties. 

    


    8.07.  The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provision of this Agreement.
      

    


    8.08.  This
      Agreement may be executed in multiple counterparts, each of which shall
      constitute one and a single Agreement. 

    


    8.09.  Any
      facsimile signature of any part to this Agreement or to any other agreement
      or
      document executed in connection of this Agreement should constitute a legal,
      valid and binding execution by such parties. 

     

    


    


    


    (Signatures
      on the next page)

    


     

    
      
        
        

      

      
        Page
          13
          of 17

        
          

        

      

      
        
        

      

    

    

      
        	
                CSMG
                  TECHNOLOGIES, INC.

              	
                CARBON
                  CAPTURE TECHNOLOGIES, INC.

              
	 	 
	 	 
	
                By:
                  /s/ Donald S. Robbins

              	
                By:
                  /s/ Joel Edelson

              
	
                  Donald
                  S.
                  Robbins,

              	
                  Joel
                  Edelson

              
	
                  Chief
                  Executive
                  Officer

              	
                  President

              
	 	 
	
                  Address:

              	
                  Address:

              
	
                  701
                  North Tower,
                  500 N. Shoreline

              	
                  2109
                  East Palm
                  Avenue

              
	
                  Corpus
                  Christi, TX
                  78471

              	
                  Tampa,
                  Florida
                  33605

              
	 	 
	 	 
	
                  Date:
                  6/24/08

              	
                  Date:
                  6/24/08

              
	 	 
	 	 
	 	 
	
                UTEK
                  CORPORATION

              	 
	 	 
	 	 
	
                By:
                  /s/ Clifford M. Gross, Ph.D.

              	 
	
                  Clifford
                  M. Gross,
                  Ph.D. 

              	 
	
                  Chief
                  Executive
                  Officer

              	 
	 	 
	
                  Address:

              	 
	
                  2109
                  East Palm
                  Avenue

              	 
	
                  Tampa,
                  Florida
                  33605

              	 
	 	 
	
                  Date:
                  6/24/08

              	 


      

    

     

     

    
      
        
        

      

      
        Page
          14
          of 17

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

     

    Outstanding
      Agreements 

    From
      the
      University of Ottawa

    


    
      	1)  	
              License
                Agreement 

            


    

     

     

     

     

    
      
        
        

      

      
        Page
          15
          of 17

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      B

     

    CARBON
      CAPTURE TECHNOLOGIES,
      INC.

    Financial
      Statements as of

     

    June
      ___, 2008

     

     

     

    
 

    
      
        
        

      

      
        Page
          16
          of 17

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      C

    


     
      

     

      Form
      10QSB for CSMG TECHNOLOGIES, INC.

     

    
      

    

    31
      March - 2008 

    Quarterly
      Report

     

    


    
 

     

    
      
        
        

      

      
        Page
          17
          of 17